Form 4: NVIDIA Director Sells Over 148,000 Shares to Cover Estate Tax Obligations

NVIDIA Director A. Brooke Seawell sold 148,402 shares of common stock over three days in July 2025, pursuant to a pre-arranged 10b5-1 trading plan to meet estate tax obligations.

Summary

• A. Brooke Seawell, a Director at NVIDIA Corp (NVDA), sold a total of 148,402 shares of common stock between July 8, 2025, and July 10, 2025.
• The sales were executed under a Rule 10b5-1 trading plan established on March 19, 2025, specifically to cover estate tax obligations.
• On July 8, 2025, 49,595 shares were sold at a weighted average price of $159.0372, and 705 shares at $159.5989.
• On July 9, 2025, 19,922 shares were sold at $162.9602, 28,199 shares at $163.6163, and 850 shares at $164.2981.
• On July 10, 2025, 22,292 shares were sold at $162.3193, 21,333 shares at $163.0789, and 5,506 shares at $163.9091.
• Following these transactions, A. Brooke Seawell beneficially owns 1,826,382 shares indirectly through an Administrative Trust, 10,387 shares directly, and 2,500,000 shares indirectly through a Survivor Trust, totaling 4,336,769 shares.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While insider sales can sometimes be negative, these sales are explicitly stated to be for estate tax obligations and were conducted under a pre-arranged 10b5-1 plan, which mitigates any negative interpretation regarding the company's future prospects.

Positives

• The sales were conducted under a pre-arranged Rule 10b5-1 trading plan, indicating a planned and transparent transaction rather than an immediate reaction to market conditions.
• The stated purpose of the sales is to meet estate tax obligations, which is a common and non-discretionary reason for insider stock sales.

Negatives

• The sale of 148,402 shares by a director represents a reduction in insider ownership, which could be perceived as a slight negative, although mitigated by the stated reason.

Management Comments

• The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 19, 2025 to meet estate tax obligations.

Industry Context

This Form 4 filing details an individual insider transaction and does not provide broader industry context or trends. It is a routine disclosure of a director's stock sale.

Related Party Transactions

• Shares are held indirectly by The Rosemary and A. Brooke Seawell Revocable Trust U/A dated 1/20/2009, and The Alexander Brooke Seawell Revocable Trust U/A dated 1/20/2009, of which the Reporting Person is trustee. These trusts are considered related parties to the Reporting Person.

Stakeholder Impact

• Shareholders: The sale of shares by a director slightly reduces insider ownership, but the impact is minimal given the stated reason (estate tax obligations) and the remaining significant beneficial ownership.
• Employees, Customers, Suppliers, Creditors: No direct impact on these stakeholders is indicated by this filing.

Key Dates

Keywords

NVIDIA, NVDA, SEC Form 4, Insider Trading, Stock Sale, Director, A. Brooke Seawell, 10b5-1 Plan, Estate Tax, Beneficial Ownership